EXHIBIT 3.54
BY-LAWS
OF
CMI-DEARBORN, INC.
A MICHIGAN CORPORATION
(INCLUDING ALL AMENDMENTS AS OF 1/14/94)
1. SHAREHOLDERS' MEETING
1.1 ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.
1.2 SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.
1.3 NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".
1.4 WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.
A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at
the meeting and (b) waiver of objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the Shareholder objects to considering the matter when it
is presented.
1.5 QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.
1.6 RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.
1.7 VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.
1.8 VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.
1.9 ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.
1.10 ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the
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conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.
2. SHARES
2.1 CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.
3. BOARD OF DIRECTORS
3.1 NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.
3.2 VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.
3.3 ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.
3.4 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of
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Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.
3.5 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.
3.6 WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.
3.7 PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.
3.8 ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.
3.9 QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.
3.10 ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a
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meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.
9.11 ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.
4. OFFICERS
4.1 OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.
4.2 CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.
4.3 PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.
4.4 VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.
4.5 SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.
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4.6 TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President he/she shall have
custody of all corporate funds and securities, and shall keep in books belonging
to the Corporation full and accurate accounts of all receipts and disbursements.
He/she shall deposit all monies, securities and other valuable effects in the
name of the Corporation in such depositories as may be designated for the
purpose by the Board of Directors. He/she shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairperson of the Board and the
Directors at regular meetings of the Board and whenever requested by them and to
the President, an account of all his transactions as Treasurer. He/she shall in
general perform all duties incident to the office of treasurer, and shall have
such additional powers and duties as may be assigned to him/her by the Board of
Directors.
4.7 TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.
5. EXECUTION OF INSTRUMENTS
5.1 MONEY INSTRUMENTS. All checks, drafts and orders for payment of
money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.
5.2 OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.
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6. INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES
6.1 THIRD-PARTY PROCEEDING. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he/she is or was a director, officer,
employee or agent of the Corporation; or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him/her in connection with such action, suit
or proceeding if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his/her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his/her conduct was unlawful.
6.2 DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses(including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.
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7. AMENDMENT OF BY-LAWS
These by-laws may be altered; amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.
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